Robert’s Rules: Quorumless in an Emergency

By C. Alan Jennings, PRP

Robert’s Rules dictate that you can’t get around the requirement that a quorum be present to take official action in the name of your group. The quorum rule holds fast even if everybody in attendance votes unanimously to do something. In fact, Robert’s Rules says that any action done by those in attendance at an inquorate meeting is null and void, at least as an action of the organization.

But what if you have to do something? Like, you really have to do something? What if the circumstances are such that you call a special meeting to discuss making repairs to the heating system in your neighborhood clubhouse, and a snowstorm blows in and keeps everybody away except you and the other members who live no more than one or two doors away from the clubhouse.

And while you’re shivering in your boots in the clubhouse with your neighbors wondering what to do, a huge limb on the old tree next to the building breaks under the weight of its icy branches and crashes through the roof, leaving a gaping hole — and the snow, tree debris, roofing materials, and broken rafters are all over the place, and the storm is getting worse, and… .

The answer is really simple: You still can do nothing in the name of the organization. Even if you all agree that the clubhouse’s heating system will have to wait on the quorum, but you decide that the roof must be fixed immediately at the expense of the group, you can’t bind the group to pay the bill unless a quorum is present at a properly called meeting.

You and the others can certainly make a decision to call in a roofer to make emergency repairs, but you do it at your own risk. If the membership doesn’t agree that you did the right thing, or even if they agree but vote against a motion to ratify your action, you’re “out in the cold,” so to speak! In that case, the club doesn’t have to pay the bill: You and your buddies do.

The motion to Ratify allows the group to approve, by majority vote at a regular meeting (or properly called special meeting) with a quorum, your action and adopt it as the action of the group. After that happens, you and the others are off the hook, and your action is no longer null and void.

Things happen, and sometimes decisions must be made in the absence of proper authority. But the rule is that, without a quorum, or without proper notice, nothing done is binding on the organization unless and until the organization ratifies the action in a properly called meeting with a quorum present. And this rule can’t be changed, even by a unanimous vote.